Not independent
Tenure on this board
1.5 yrs
1 nominee · 3 ballot items.
1) Elect one Class III director nominee (Brandon Ross) for a three‑year term; 2) Non‑binding advisory vote to approve the compensation of the Company’s named executive officers (Say‑on‑Pay); 3) Ratify PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect one (1) Class III director nominee, Brandon Ross, to serve a three‑year term expiring at the 2029 annual meeting.
Non‑binding, advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S‑K.
This non‑binding advisory proposal asks shareholders to approve the Company’s disclosed compensation for its named executive officers (NEOs) as presented in the proxy statement. Management is seeking this advisory approval to demonstrate stockholder support for its pay philosophy — which it describes as pay‑for‑performance and designed to attract, motivate and retain executives while aligning their interests with stockholders — and to validate the Compensation Committee’s ongoing compensation decisions. The filing emphasizes that the Company received approximately 96% support on its 2025 say‑on‑pay vote and that the Compensation Committee considered prior stockholder feedback when making program changes, including minimum one‑year vesting and weighting increases toward variable bonus compensation. Management frames the vote as a way to continue using quantitative metrics (revenue, bookings, EBITDA) and a discretionary strategic component for the CEO’s variable compensation, and notes the committee’s use of an independent compensation consultant and peer group benchmarking. The Company also explains that the advisory vote is non‑binding but that significant negative shareholder feedback would prompt the Compensation Committee to evaluate changes. From a governance perspective, the proposal is typical of small‑cap companies that rely heavily on equity‑based pay and seek periodic endorsement of their compensation approach; the strong prior support reduces the likelihood of imminent program changes. Potential investor concerns include the scale and timing of off‑cycle awards and the sufficiency of performance metrics and vesting schedules; management indicates steps taken to address these concerns but retains discretion over awards. The Board recommends voting FOR, arguing that the program’s structure, recent enhancements, and past shareholder endorsement demonstrate alignment with long‑term stockholder interests.
Ratify the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BARD ASSOCIATES INC | 8.18% | 1,030,267 | $1M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 1.24% | 156,729 | $182K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.82% | 103,284 | $120K |
| 4 | Lido Advisors, LLC | 0.63% | 78,973 | $92K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.60% | 76,110 | $88K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.28% | 34,680 | $40K |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.18% | 22,350 | $26K |
| 8 | LPL Financial LLC | 0.17% | 22,010 | $26K |
| 9 | XTX Topco Ltd | 0.17% | 21,774 | $25K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.16% | 20,770 | $24K |
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